VANCOUVER, BC – January 29, 2021 – Luxxfolio Holdings Inc. (the “Company”) (CSE: LUXX) As previously disclosed, the Company’s wholly owned subsidiary, LUXXFOLIO Network Inc. (“LNI”) entered into an asset backed lending facility (the “ABL”) with Arctos Credit, LLC (“Arctos”) Capital for LNI to obtain financing to purchase 590 bitcoin miners. Subsequent to the structuring of the ABL, CHP Agent Services Inc. (“CHP”) entered into a participation agreement with Arctos to acquire a participation interest in the ABL (the “Participation”).
CHP, LNI, and the Company have certain common directors, officers, and insiders. As such, the Participation is a related party transaction as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Based on section 5.5(b) of MI 61-101, the Company is exempt from having to obtain a formal valuation. The Company has also relied upon section 5.7(1)(a) of MI 61-101 to be exempt from the minority approval requirement on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Participation exceeded 25% of the Company’s market capitalization.
It is not anticipated the Participation by CHP will have any impact on the Company or its business. As the Participation did not involve either the Company or LNI directly, there was no review or consideration of the transaction prior to CHP’s involvement therein.
The Company did not file a material change report 21 days prior to the Participation because the details of it had not been confirmed at that time, and the Company was not directly involved in the transaction.
LUXXFOLIO Holdings Inc. is a growth-oriented, CSE-listed company based in Canada. The Company utilizes blockchain technology and other trust-based authentication and crypto mining tools for asset monetization of unique identifiable assets (UIAs). UIAs may include digital contracts, equipment, memorabilia, artwork, and crypto assets. It provides a liquid alternative for exposure to the UIAs for the broader capital markets.
For more information, please contact:
Dean Linden, Chief Executive Officer
Tel: (604) 398-3837 or (425) 449-9442
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, “will be”, “proposes, “intends to”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements regarding the issuance of securities, the Acquisition, and the business of the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company and its subsidiary to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.